Intertel

Constitution

Bylaws

And

Standing Rules

 

 

 

 

 

 

as of

 

 

May 6, 1995

THE CONSTITUTION OF

Intertel, INC.

A NOT‑FOR‑PROFIT CORPORATION ORGANIZED UNDER THE LAWS

OF THE STATE OF OKLAHOMA

 

 

 

C1.            ARTICLE 1. NAME

 

INTERTEL, Inc., shall be the name of this organization, to be known as INTERTEL.

 

C2.            ARTICLE 2. OBJECT

 

C2.1    With the object of forging and encouraging a meaningful and lasting intellectual fellowship, fostering an exchange of ideas on any and all subjects among persons throughout the world with a proven high intelligence, and assisting in research on matters relating to high intelligence, this International Legion of Intelligence, INTERTEL, is formed.

 

C2.2 This organization shall at all times maintain an attitude which is strictly nonsectarian, nonracial, and nonpartisan. It shall be a nonprofit social and fraternal organization.

 

C3.            ARTICLE 3. MEMBERSHIP

 

All persons who have scored at or above the ninety‑ninth (99th) percentile on a supervised intelligence test may apply for membership in INTERTEL. Membership will be permitted upon approval of the evidence submitted.

 

C4.            ARTICLE 4. OFFICERS

 

The officers of INTERTEL shall be the President, the Secretary, the Treasurer, and others appointed as necessary for the effective operation of INTERTEL.

 

The President and the Secretary shall be elected by the membership as a whole. The term of office for each shall be three (3) years. The Treasurer and other appointed officers shall be selected as prescribed by the Bylaws.

 

C5.            ARTICLE 5. GOVERNMENT

 

C5.1    The government of INTERTEL shall be vested in the Executive Board consisting of the elected officers and the Regional Directors of INTERTEL.

 

C5.2 Directors must reside within the Region they represent and be elected through votes cast by members residing within that Region. The term of office for each shall be three (3) years.

 

 

 

C5.3 Management of the business of INTERTEL shall be the responsibility of the Executive Board and the President as prescribed in the Bylaws. The Executive Board may, by resolution, delegate to members or to committees authority to act for the Board, but such delegation shall not relieve the Board of its ultimate responsibility.

 

C5.4 A proposition governing or regulating or amending all or any part of the Bylaws shall require approval by a two‑thirds (2/3) vote of the members of the Executive Board.

 

C5.5 The term of office of Executive Board members shall be three (3) years, with approximately one‑third (1/3) of the offices terminating each December 31.

 

C5.6 The Executive Board shall meet once each year in conjunction with the Annual General Assembly (AGA) and at such other times as necessary. A quorum shall be two‑thirds (2/3) of the members of the Board voting in person or by proxy. Insofar as is practicable, all business shall be conducted at the annual meeting, but a proposition may be acted upon by written responses or by telephone confirmed in writing on matters requiring immediate or special attention.

 

OC6.           ARTICLE 6. MEET INGS

 

C6.1 The Annual General Assembly (AGA) shall be held once each calendar year at a time and place designated by the Executive Board. The meeting place for the AGA shall not be designated for the same region of INTERTEL more than once in any three‑year period.

 

C6.2  Special meetings may be called in a manner set forth in the Bylaws.

 

C6.3           Proxies will be honored only as prescribed in the Bylaws.

 

C7.           ARTICLE 7. AMENDMENTS

 

All or any part of this Constitution may be amended by an affirmative vote of at least two­thirds (2/3) of the members of the Executive Board, provided that the amendment is ratified by a majority vote of those members casting ballots at the next Annual General Assembly, either in person or by proxy.

 

C8           ARTICLE 8. DISSOLUTION

 

The period of INTERTEL's duration is perpetual. It may cease to exist only because of the implied or actual wishes of the majority of its members. At least thirty (30) days notice shall be given to the membership that dissolution is to be voted upon either by mail ballot or at the next Annual General Assembly. Upon dissolution, the fixed assets will be sold and after all just debts have been settled, the balance of monies will be donated to an educational scholarship fund to be chosen by the remaining members of the Executive Board.

 

Revised and Adopted at the July 1982Ntuual Executive Board Meeting and the Annual General Assembly. Titles changed from Executive Director to President end from General Secretary to Secretary May 6, 1995

 

BYLAWS

 

BLI            SECTION 1             MEMBERSHIP

 

BLIA BECOMING A MEMBER

 

Applicants for membership in INTERTEL shall submit their signed applications on the INTERTEL standard form together with proof of their Intelligence Quotient (IQ) as determined by a supervised intelligence test. The INTERTEL Acceptance Committee (IAC) shall determine the validity of the proof submitted according to the committee criteria regarding acceptable intelligence test scores. Further information may be requested if necessary to support the proof of IQ submitted by the applicant.

 

The IAC will decide the disposition to be made of the application. If accepted, the applicant and the director of the Region in which he resides will be notified. If not, only the applicant will be notified.

 

Applicants shall be recorded as members of INTERTEL as of the date their initiation fees and dues are received at the INTERTEL office. Dues must be kept current in order to maintain membership in INTERTEL.

 

BL1.2 LIFE MEMBERSHIP

 

Life membership in INTERTEL may be awarded to those members who have made an extraordinary contribution to the society. The decision shall be made by a majority of the members of the Executive Board.

 

BL2. SECTION 2 OFFICERS

 

BL2.1 ELECTED OFFICERS

 

Elected officers shall serve as members of the Executive Board. The President shall exercise a general supervision over the affairs of INTERTEL and conduct the business subject to the limitations and extensions set by the Executive Board. He shall preside at all Annual General Assemblies, special meetings of the membership, and all meetings of the Executive Board. In the event the President is unable to attend the meeting, the Secretary , or in his absence a member of the Executive Board designated by the President or Secretary, shall preside.

 

The Secretary shall be responsible for all official records of INTERTEL, except financial records. He shall act as Secretary at all meetings of the Executive Board, all Annual General Assemblies, and all special meetings of the membership.

 

Upon the resignation, death, permanent incapacity, or deliberate neglect of duties of any elected officer, the Executive Board shall declare that office vacant and shall fill from among its ranks the office of President or Secretary. The option of first refusal for the vacant office of President shall go to the Secretary.

 

BL2.2 APPOINTED OFFICERS

 

The Treasurer shall be appointed by the President and approved by a majority of the members of the Executive Board before officially taking office, and shall be responsible for all monies and financial records of INTERTEL. He shall make all disbursements and accept all receipts subject to the limitations and extensions set by the Executive Board. He shall prepare financial reports for the Board as they may direct. He shall make records available to the Audit committee as they require. At the close of each fiscal year, he shall prepare a report of the financial activity of INTERTEL to be presented to the membership at the AGA and published in the official Journal of INTERTEL.

 

Other officers necessary for the effective operation of INTERTEL shall be appointed by the President and approved by a majority of the Executive Board before officially taking office. Appointed officers must have been members for not less than two (2) consecutive years. They may remain in office indefinitely, but must be re‑appointed and approved at the expiration of each term of the President who made the appointment. Vacant appointive offices shall be filled by appointment of the President and approved by a majority of the members of the Executive Board.

 

BL2.3        All officers shall perform such additional duties as may be assigned by the Executive Board.

 

BL3           SECTION 3. EXECUTIVE BOARD

 

BL3.1           DUTIES OF THE EXECUTIVE BOARD

 

The Executive Board shall consist of not more than fifteen members and shall establish, support, and supervise a Journal of INTERTEL, and shall carry out the business and management of INTERTEL as set forth in the Constitution.

 

BI‑3.2           REGIONS

 

For administrative and governing purposes, the world shall be geographically divided into Intertel Regions, each represented by a Director in the manner set forth herein. From time to time the Executive Board shall review such Regions, and may at its discretion by majority vote augment or reduce the number of Regions and redraw boundaries so as to maintain approximate equality of representation with due regard being given to distances and remoteness.

 

BI‑3.3           DIRECTORS

 

A Director shall represent his Region to INTERTEL and shall represent INTERTEL to his Region. He shall administer the affairs of INTERTEL within his Region and shall participate in the government of INTERTEL through the Executive Board.

 

Upon the resignation, death, permanent incapacity, or deliberate neglect of duties of a Director, the President shall appoint a qualified member resident of that Region to serve until completion of the unexpired term subject to approval by a majority of the members of the Executive Board.

 

BL4           SECTION 4            RESIGNATION, PUNITIVE ACTION

 

BIAA           RESIGNATIONS

 

All resignations must be presented in writing to the Secretary and shall be effective upon acceptance.

 

BL4.2           REASONS FOR PUNITIVE ACTION

 

Punitive Action may be instituted against a member of INTERTEL for any of the following reasons:

 

a)        Using the name of INTERTEL for commercial purposes or other personal gain,

other than incidentally in a written work or as otherwise authorized by the

Executive Board

b)        Engaging in acts inimical to INTERTEL

c)        Promoting other organizations, interests, or pursuits at the expense or to the

detriment of INTERTEL

d)        Seeking to undermine, diminish, impugn, or injure the integrity, reputation, or

survival of INTERTEL

e)        Engaging in conduct of such nature as to bring discredit to INTERTEL, as in the

following specifics:

1.     Barratry, the persistent incitement of quarrels or litigation

2.     Dereliction of office, the intentional abandonment of the duties of office

3.     Nonfeasance of office, omitting to do that which should be done

4.     Misfeasance of office, doing that which should be done in an illegal or

improper manner

5.       Malfeasance of office, doing as an officer something one has agreed not to

do, that is unwarranted, and that is not legally justified, or that is wrongful

and contrary to law

t)        Acting in a manner contrary to the Constitution, Bylaws, Standing Rules, and

policies of Intertel

 

BL5           SECTION 5 COMMITTEES

 

BL5.1  An Intertel Acceptance Committee (IAC) shall be appointed by the Executive Board and shall be composed of no fewer than three nor more than five current members of INTERTEL who may or may not hold other offices within INTERTEL.

 

BL5.2 An Audit Committee, composed of at least one qualified person shall be appointed by the Executive Board and shall audit the financial records at least annually. Reports of all audits shall be made to the membership.

 

BL‑5.3 An Election Committee, composed of no fewer than three nor more than seven current members of INTERTEL who are not officers or candidates for office, shall be appointed by the Executive Board and shall certify all nominating petitions as to validity and shall act as tellers in all elections.

 

BL5.4 The Executive Board shall appoint such other committees as necessary for carrying out the business of INTERTEL.

 

 

BL6           SECTION 6            ELECTIONS

 

BL6.1           TIME OF ELECTIONS

 

Elections will be held once each year to fill all offices and directorships expiring December 31 of that year.

 

BL6.2           QUALIFICATIONS OF CANDIDATES FOR ELECTION

 

a)     General Qualifications‑‑All candidates must be current members, and no elected officer or

director may serve more than two consecutive terms in the same office. A member shall

not be a candidate for nor hold more than one elected office at a time.

 

b)        Candidates for President or Secretary‑‑To qualify as a candidate for President or Secretary,

the nominee must have served at least one full term as a Director of an Intertel Region, or

have served one full term as an appointed officer, or have been a member for not less than six

consecutive years.

 

c)       Candidates for Regional Director‑‑To qualify as a candidate for Regional Director, one

must have been a member for not less than three consecutive years.

 

BL6.3           NOMINATIONS, CAMPAIGN STATEMENTS, BALLOTS

 

Nomination forms will be printed in the official Journal of INTERTEL. Nominations, together with a signed statement of acceptance by nominees, must be submitted by the date specified on the form. Nominations for Regional Director must be made by a member of that region.

 

Ballots will be distributed to the appropriate electorate along with a one page maximum campaign statement furnished by each candidate at least sixty days prior to the voting deadline. Other campaign material will be the responsibility of each candidate.

 

 

BL7           SECTION 7            DISBURSEMENTS

 

All disbursements must be ordered and approved by the Executive Board. The Executive Board, by resolution may authorize certain officers, Directors, or committees to make disbursements provided that all such disbursements shall be accountable to the Executive Board.

 

 

BLS           SECTION 8 FORUMS

 

A Forum is an assembly of INTERTEL members for social and fraternal reasons.

 

BL9        SECTION 9 SPECIAL PURPOSE ASSOCIATIONS

        An Association may be formed for any purpose which is not inconsistent with the

        Constitution and Bylaws of INTERTEL. Recognition of such an Association, upon

        application to the Secretary, shall obligate the founder and each successive senior officer of the

        Association to insure that the Secretary is fully and currently informed of all its activities.

 

 

BLIO           SECTION 10 MEETINGS

 

131‑10.1 THE ANNUAL GENERAL ASSEMBLY

 

The Annual General Assembly (AGA) will be held as set forth in the Constitution. During the assembly, there will be at least one general business meeting at which questions to be decided by the membership shall be acted upon.

 

BLI0.2 SPECIAL AND OTHER MEETINGS

 

Special meetings may be called by the President, by a majority of the members of the Executive Board, or by written petition to the Secretary of not less than one‑tenth (1/10) of all current members. Notice of such a meeting and the purpose thereof shall be delivered or mailed by the officer(s) calling the meeting or by the Secretary no less than thirty days prior to the meeting. Inclusion of such notice in an issue of the official Journal of NTERTEL, or in a bulletin which shall go to all members at least four weeks prior to the date of the meeting shall satisfy this requirement.

 

BL10.3 ACTION BY EXECUTIVE BOARD BETWEEN MEETINGS

 

Any action by the Executive Board shall be as valid and binding as if taken in a regular meeting, if assented to by a majority of its members in writing, except for changes in the Constitution and Bylaws which require at least two‑thirds (2/3) approval.

 

BL10.4 REPORTS OF MEETINGS

 

Reports of all meetings stating resolutions made and nullified and listing any other actions taken or still being considered shall be published for the membership in the official Journal of INTERTEL.

 

BL10.5 WHO MAY ATTEND EXECUTIVE BOARD MEETINGS

 

Members of INTERTEL may observe Executive Board meetings except during executive sessions.

 

 

BLII           SECTION 11 QUORUM

 

BL11.1 QUORUM OF GENERAL MEMBERSHIP

 

A quorum of the Annual General Assembly, or any special meeting of the membership as a whole, shall be eight percent (8 %) of the total current membership, or one hundred current members, whichever is the lesser, in person or by proxy.

 

BL11.2 QUORUM OF THE EXECUTIVE BOARD

 

Two‑thirds (2/3) of the Executive Board in person or by proxy shall constitute a quorum of that body.

 

BL11.3 PROXIES

 

Proxies within INTERTEL will be honored to vote "for" or "against" specific items printed on the proxy form and to fulfill the requirements for a quorum. Executive Board members may vote no more than one proxy each at meetings of the Executive Board. Signed written responses to agenda items will be honored as proxies at Executive Board meetings and general meetings.

 

BL12        SECTION 12 DUES, FEES

BL12.1 NEW MEMBERS

        An initiation or evaluation fee and dues for the first year must be paid before membership is

        conferred.

 

BL12.2 GENERAL DUES

 

Dues are due by December 31 of each year and a late fee will be assessed for dues postmarked after January 31. Members will be dropped for nonpayment of dues on March 31 each year. A reinstatement fee will be assessed for processing the membership of any member whose dues have become more than ninety days delinquent.

 

BL12.3 FAMILY DUES

 

If two or more members of a family are members of INTERTEL, the dues for the second, third, etc. members shall be one‑half (1/2) that of the first member paying dues in full, providing that they shall agree to share a single copy of all publications and notifications, though retaining full membership privileges and voting rights.

 

BL12.3 SPECIAL DUES

 

Students, retirees, and others on fixed incomes may become eligible for one‑half (1/2) dues by submitting proof of need and receiving approval from the President.

 

BL13           SECTION 13 STANDING RULES

 

The Executive Board may adopt Standing Rules as the need arises by an affirmative vote of a majority of the Executive Board.

 

BL14           SECTION 14 AMENDMENTS

 

These Bylaws may be amended as stated in ARTICLE 5, GOVERNMENT, of the Constitution of INTERTEL.

 

BL15           SECTION 15 PARLIAMENTARY AUTHORITY

 

The most recent revision of Robert's Rules of Order shall be the authority for Parliamentary Procedures and shall govern the conduct of deliberations of the Executive Board in all cases to which they are applicable and in which they are not inconsistent with the Constitution, Bylaws, and Standing Rules of INTERTEL.

 

BL16           SECTION 16 EFFECTIVE DATE

 

These Bylaws became effective 1/1/83 and superseded all previous Bylaws, revisions, and resolutions of the Board affecting the Bylaws of INTERTEL.

 

Sedions 12, 13. 14. amended July 1983

Seduons 8, 15 ammdcd July 1984

Selmm 4, 10 amended July 1985

S‑ A‑. 2,8 amended July 1986

SWnm 4 amended July 1987("s" emoved from word session u, a2. Mat to last senteme)

Sedmn 1 amended OIIo‑,, 1987( Du. must be kept current in orderto maim,. membersup m INTERTEt‑)

Sediou 12 emrmded January. 1988(Members will be droppd for nmpay‑nl of dues on November 1 each year )

SW ion 5 amended July, 1989(‑6t comm,tke may be one perwn)

SMmn 2 amended February, 1991(tsvo year instead of hr. year membership requiremrnl for appo,nted oflo‑)

SW irn, 4 corrrpktdy rcpleced July. 1991

Selion 12 brought mto ‑of‑(y with calendar year, July 1991

Ent‑ dowmaa codified and ‑d„% c ‑fed by request of the E‑live Board AGA, 1991

Blb3 added Iasl sentence July. 1993

 

INTERTEL STANDING RULES

 

OFFICERS

Limitations and extensions set by the XB for the President in conducting the business of INTERTEL: The

President shall he governed by the Constitution and Bylaws of INTERTEL, resolutions of the XB, and the

traditions of INTERTEL In situations not covered by these authorities, the President shall gain the support of a majority of the XB before taking action.

 

The Secretary shall keep detailed minutes of all general meetings and all proceedings of the XB. Copies of the complete minutes shall be available from the INTERTEL office to any member requesting them. (Fee: $l for up to three(3) pages, .25 per page after three.) The Secretary shall be the keeper of the corporate seal and be responsible for keeping a current corporate record as required by law.

 

Limitations and extensions set by the XB for the Treasurer in making disbursements and accepting receipts: All disbursements shall be made by the Treasurer of INTERTEL In the absence or incapacity of the Treasurer, the President or Secretary shall be authorized to make disbursements. Bank accounts shall carry

dall three signatures. INTERTEL's fiscal year shall be January I through December 31. Funds will remain in an interest‑bearing account and be transferred to a checking account only as needed. Bona fide operating expenses for INTERTEL shall be paid upon presentation of an invoice according to the terms stated thereon. Reimbursement requests must be made on the standard form no later than 30 days past the end of each quarter. The Treasurer and the Office Administrator shall be bonded. INTERTEL should accumulate and keep one year's funding of the budget in reserve.

 

The President and Secretary will be reimbursed for bona fide INTERTEL expenses incurred in carrying out their duties. These expenditures will not exceed $500 for any one item without XB approval.

 

The allowance for Regional Directors shall be 5350 each calendar year plus newsletter postage. Newsletters shall not exceed 1 ounce mailing weight and may not be more frequent than 12 per year. Expenses shall be minimised to the point where effective membership social communication would be impaired by further cost reduction; no other criteria shall justify increased cost. Mailing without envelopes shall be employed d whenever feasible.

 

An advance of $50 may be requested for a publicized Regional Assembly to be accounted for and reimbursed to the treasury if possible. Request to be made through the RD in writing.

 

A 5500 line of credit is extended to the RD in whose region the AGA is to be held: to be drawn upon as needed, accounted for and reimbursed to the treasury if possible.

 

Appointed officers shall be reimbursed for bona fide INTERTEL expenses incurred in carrying out their duties.

 

Each XB member will be reimbursed up to a maximum of $300 for AGA related expenses. These same allowances apply to the Treasurer, the Editor of the Journal of INTERTEL,and the Office Administrator.

 

Appointive offices necessary for the effective operation of INTERTEL shall be filled according to procedures d set forth in Section 2 of the Bylaws.

 

COMMITTEES

 

One member of the Audit Committee shall be a Certified Public Accountant if a volunteer can be found to

serve.

PUNITIVE ACTIONS

 

1. A proposal to expel a member must he signed by at least three current members and shall be referred to the Director of the Region in which that member resides. The Director will counsel the parties involved and attempt to resolve the problem. Only if that fails will the problem be referred to the President for Board consideration. If the Director of the Region is a party to the complaint, the President will request another Director to act as intermediary. If, after review, the Executive Board deems the evidence and gravity of the situation to be sufficient, expulsion proceedings will be permitted. The member whose expulsion is proposed shall be entitled to a personal hearing.

 

'fhe member charged shall be notified immediately in writing by the Executive Board of the contemplated action. Such notification shall specify the charges and the names of the persons preferring the charges.

 

The Esecutive Board shall conduct a hearing as soon as practicable and shall decide by at least a two‑thirds vote one of the following: a) Exoneration b) Suspension for a period not to exrced one year c) Expulsion